Bylaws of the Ohio Municipal League

Article I

Name

This organization shall be known as THE OHIO MUNICIPAL LEAGUE.

Article II

Purpose

Section 1. The purpose of this organization shall be the improvement of municipal government and the promotion of the general welfare of the cities and villages of this State by appropriate means, including, but not limited to, the following:

The collection, analysis and dissemination of municipal information.

The holding of annual conferences and other meetings, seminars and training sessions for the discussion and study of municipal problems and their solution.

The support of legislation beneficial to the municipalities of the State and the citizens thereof and the opposition to legislation detrimental to municipalities and their citizens.

The securing of the cooperation of universities in assembling and analyzing information concerning municipal government.

The encouragement of cooperation among the cities and Villages in Ohio and other agencies of government.

Article III

Membership

Section 1. Any city or village of Ohio by proper action of its legislative body, and the payment of the annual dues prescribed in Article IV, may become a member of The Ohio Municipal League.

Section 2. Each city and village holding membership in The Ohio Municipal League shall be equally privileged with every other city and village holding membership therein in its voice and vote in the election of officers and upon any proposition presented for discussion or decision at any meeting of the members.

Section 3. Such other classes of membership may be established as the Board of Trustees may from time to time determine, but such membership shall carry no voting privileges.

Article IV

Dues

Section 1. The annual dues for each class of membership shall be prescribed by the Board of Trustees. No change in the dues schedule shall become effective until it has been announced at the annual meeting. Membership dues shall be payable annually in advance at the beginning of The Ohio Municipal League's fiscal year; provided that the membership dues of any city or village becoming a member of The Ohio Municipal League after the beginning of such fiscal year, shall for the first such year be prorated upon a quarterly basis. (Section 1 a.m.ended 9-26-69)

Section 2. A member whose dues have not been paid by June 15th in any year shall cease to be in good standing. No representative of any member not in good standing shall be eligible to hold office or serve as a member of the Board of Trustees. The Board of Trustees shall from time to time adopt and amend such regulations as it shall deem advisable concerning the cancellation of membership, discontinuance of services and reinstatement of members not in good standing. (Section 2 added 10-1-54)

Article V

Officers

Section 1.
The officers of The Ohio Municipal League shall be a President, a First Vice President, a Second Vice President, chosen by the Board of Trustees from its membership; and an Executive Director who shall be appointed by the Board of Trustees and who shall be the Secretary and Treasurer of The Ohio Municipal League.

Section 2. - Duties
It shall be the duty of the Board of Trustees to hold and control the property and manage the lawful business of The Ohio Municipal League, and to submit an annual report to its members. The duties of all other officers shall be those prescribed by these By-Laws, or customarily incident to such office, or designated by the Board of Trustees.
Section 3. - Board of Trustees
The Board of Trustees shall consist of the two immediate past presidents of the League as long as they are municipal officials, and 22 trustees elected for a term of 4 years each; not less than one of whom shall be the mayor of a city or village; not less than one of whom shall be a city manager; not less than one of whom shall be a fiscal officer or finance director; not less than one of whom shall be a solicitor or director of law; not less than one of whom shall be a municipal clerk; and not less than one of whom shall be a member of a municipal legislative body, other than Mayor. Provision shall be made by the Board of Trustees upon the recommendation of the Executive Director, for the establishment of geographical districts not less than 9 in number, each of which shall be entitled to the representation of at least one member of the Board of Trustees. Until such districts are so established each of the following districts shall be entitled to be represented on the Board of Trustees by a trustee elected from such district:

Section 4 - Nominations
Nominations of trustees shall be made by a nominating committee of 5members to be appointed by the President; additional nominations may be made from the floor. The vote shall be by written ballot in each case where more than one person is nominated for any office to be filled. (Section 3 a.m.ended 9-22-61, 9-26-69, 9-20-84)

Section 5. - Meetings of Board of Trustees
The Board of Trustees shall meet not less than 15 days prior to January 1, for the purpose of organizing, selecting its officers for the ensuing year, approving the budget for the ensuing year, and for the transaction of such other business as may properly come before it. Thereafter the Board of Trustees shall meet not less than four times in each calendar year, one of which meetings shall be held at the same time of the annual meeting of The Ohio Municipal League. Special meetings of the board may be called by the President, the Executive Director by any three trustees upon three days' written notice mailed to each member of the Board stating the purpose or purpose of such meeting. The presence of eleven members shall constitute a quorum at any meeting of the Board and the affirmative vote of a majority of the members present, but in no event less than nine affirmative votes, shall be required for the adoption of any motion or resolution by the board. (Section 4. amended 10-1-54 and 9-22-61 and 9-26-69)

Section 6 - Qualification - Term - Vacancy
Each member of the Board of Trustees and each officer of The Ohio Municipal League, with the exception of the Executive Director, shall be at all times during term of office a qualified official of a member city or village. The terms of office of the President and the Vice-President shall be 1 year, commencing on the first day of January next following the meeting at which selected and until a successor has been chosen and qualified. There shall be no automatic progression in office and no such officer shall be eligible to succeed himself, except if he shall be filling the unexpired term of his predecessor in such office. An automatic vacancy shall occur in any office of the Board of Trustees in the event that the person holding that office resigns, ceases to be an official or employee of a member city or village, or ceases to occupy the municipal position he held when elected or appointed as an officer, or if the Board Member has more than 3 unexcused absences during their term of office. The President has the sole authority to excuse absences. An excused absence shall be noted at the Board of Directors meeting. All vacancies on the Board of Trustees and in the office of the President or Vice-President shall be filled by the remaining members of said Board, and each person so elected or appointed shall serve for the unexpired term of the person in whose stead they are elected. In the absence of the President at any meeting, the First Vice President shall perform the duties of the President or until the President shall appear. In the absence of both the President and First Vice President, the Second Vice President shall perform the duties of the President or until the First Vice President or the President shall appear.

(Section 5. amended 10-1-54)

Section 7. Removal From Office
The Board Trustees may vote to remove a member, by majority vote, from office upon the conviction of a crime and/or for misfeasance, malfeasance or nonfeasance.

ARTICLE VI

Meetings

Section 1. - Annual MeetingThe annual meeting of The Ohio Municipal League shall be held at a time and a place to be designated by the Board of Trustees.

Section 2. - Special Meetings
Special meetings of The Ohio Municipal League, other than as provided in Article V, may be called by the President, by the Board of Trustees, or by not less than any 25 city or village members upon 10 days written notice mailed to each member of the League stating the purpose or purposes of such meeting, and no other subject shall be there considered.

Section 3. - Quorum
The presence of representatives from a majority of those present of the member cities and villages shall constitute a quorum at any annual or special meeting of The Ohio Municipal League.

Article VII

Voting

Except when otherwise provided all voting in meetings of The Ohio Municipal League shall be viva voice unless a roll call is demanded by the representatives of three or more city or village members, in which case the representatives of each member city or village in good standing shall cast collectively one vote. A majority of the votes cast shall be necessary for a decision.

Article VIII

Executive Director

Section 1. The Executive Director shall be appointed by the Board of Trustees and shall hold office at its pleasure.

Section 2. The Executive Director shall manage the affairs of the Association under the general direction of the Board of Trustees, subject to periodic review by the Board. He/she shall be paid a salary and other expenses to be fixed by the Board of Trustees and his/her responsibilities shall include, but not be limited to:

(a) Appointing the various employees of the Association office for the authorized positions within the expenditure limits of the annual budget established by the Board of Trustees.

(b) Proper and efficient conduct of the work of the Association.

(c) Keeping accurate records and accounts of all transactions of the Association, which shall be audited at the end of each fiscal year by a duly qualified and competent accountant to be designated by the Board of Trustees.

(d) Preparing, with the assistance of the Finance and Budget Committee, an annual budget covering estimated receipts and disbursements of the Association for presentation and approval by the Board of Trustees.

(e) Causing accurate minutes to be kept of all meetings of the Association and the Board of Trustees.

(f) Conducting the correspondence of the Association and shall mailing notices of meetings to all members.

(g) Collecting and receiving all moneys due to the Association and shall keep an accurate account thereof.

(h) Any and all other duties as assigned by the Board of Trustees.

Article IX

Committees

Section 1. - Appointment
The President shall appoint such ad hoc committees as may be deemed necessary for the proper conduct of the work of the League.

Section 2. - Tenure
All appointments to committees, unless continued, shall terminate at the next annual meeting of the League.

Section 3. - Ex-Officio MembersThe President and the Executive Director shall be ex-officio members of all committees of the League.
Section 4. - Expenditures
No committee shall create any financial liability for the League, unless authorized by the Executive Director and unless a specific appropriation has been made for such an expenditure.

Section 5. - Reports
It shall be the duty of the chairman of each appointed committee of the League to prepare a written report, with the aid or approval of the other members of his committee, and of any employee of the League who is assigned to such committee by the Executive Director covering the work done or conclusions reached by the committee.

Section 6. - Standing Committees
In addition to the appointment of various ad hoc committees, the following standing committees shall be appointed by the President from the membership of the Board of Trustees: Finance and Budget Committee, Nominating Committee, Conference Committee, Membership Committee and Legislative and Issues Committee.

Section 7. - Executive Committee

A. Within the membership of the Board of Directors, there is hereby established an Executive Committee that is authorized by the Board of Directors to:

Provide general direction, advice and counsel to the Executive Director on internal and external matters requiring immediate attention.

Review proposed policies and procedures and recommend changes to the Board of Trustees.

Annually evaluate the Executive Director through the appointment of an Evaluation Committee and report the results and/or make recommendations to the Board of Trustees

Exercise all other powers that may be delegated to it by resolution of the Board of Trustees

B. The composition of the Executive Committee shall consist of the President, First Vice President, Second Vice President, Chair of the Nominating Committee, Chair of the Finance and Budget Committee, Chair of the Legislative and Issues Committee and one at-large member of the Board of Trustees.

Article X

Dissolution

In the event of dissolution, any funds or other assets to the credit of The Ohio Municipal League shall be prorated and returned to the cities and villages then of record as members in proportion to the amount of dues paid by each.

Article XI

Amendments

The By-Laws of The Ohio Municipal League may be amended at any meeting called in accordance with these by-laws by a two-thirds vote of all the member cities and villages, provided that a majority vote of the member cities and villages represented at any such meeting, a quorum being present, shall be sufficient if notice of the proposed amendment and the language of such proposal shall have been mailed to each member city and village not less than thirty days prior to such meeting.

Article XII

Transitional Matters 2016

Section 1 . Article 5 - Board of Trustees, Section 3 as amended on October 28, 2016 is modified to the extent set forth in this Article for the limited purposes of the transition in 2017 to a smaller number of members of the Board of Directors and for the continuity of leadership in the officers for 2016-2017. Other provisions of the Constitution not amended on October 28, 2016 or modified by this Article remain in full force and effect.

Section 2 . The nominating committee preparing the slate for the 2017 Board of Directors elected on October 28, 2016 shall initially truncate terms of office and establish two-year terms for the Board of Directors in its discretion as necessary, in order to establish evenly staggered terms of the reduced number of members of the Board of Directors. The Nominating Committee Report presented for the October 28, 2016 election designates which members of the Board of Directors will have two-year terms and which will have four-year terms. There are no other terms of office available on the Board of Directors as of January 1, 2017. Any member of then Board of Directors on October 28, 2016 and not elected on October 28, 2016 will, as of January 1, 2017, no longer be a member of the Board of Directors and the office abolished.